Under what condition does Belocal consent to the transfer contemplated by the Transfer Agreement?

According to Belocal's 2025 Franchise Disclosure Document, Belocal consents to the transfer contemplated by the Transfer Agreement provided that all the terms and conditions outlined in the agreement are met. These conditions include the transferor paying all sums owed to Belocal, such as the required transfer fee and any Returnable Commissions, upon execution of the Transfer Agreement by Belocal.

Additional stipulations include that the transferor remains liable for all obligations to Belocal incurred before the transfer's effective date and must execute any instruments Belocal reasonably requests to evidence this liability. The franchisee must also pay all creditors and suppliers of the franchised business or publication before or upon closing the transfer. If the transferee is a corporation, partnership, limited liability company, or other entity, they must make all representations, warranties, and covenants requested by Belocal and provide satisfactory evidence of their truth and correctness as of the transfer date.

Furthermore, the new franchise agreement supersedes the Transfer Agreement in all respects, and its terms may differ, potentially including higher fees. However, the transferee will not be required to pay an initial franchise fee. The decision to approve a proposed transfer is at Belocal's sole discretion, considering numerous factors deemed relevant by Belocal. If a franchisee or any of its principals wishes to transfer all or any part of its interests in the agreement, franchisee, or the franchised business before obtaining an offer from a buyer, franchisee must send Belocal an offer in writing containing the exact terms and conditions on which franchisee desires to transfer such interest in this Agreement, Franchisee, or the Franchised Business.

These conditions ensure that Belocal maintains control over who becomes a franchisee and that all financial and legal obligations are properly handled during the transfer process. Prospective franchisees should carefully review all terms and conditions of the Transfer Agreement and the new franchise agreement to understand their obligations and the potential costs associated with transferring a Belocal franchise.